Refilings and Errors List
On October 25, 2002, we introduced the Refilings and Errors List (the List) on the Commission's web site. The purpose of the List is to provide transparency to the market when, during a staff review, an issuer has amended its CD record, website or social media.
The List identifies issuers and investment funds with deficiencies identified during a staff review and that leads to Corrective Disclosure and will result in the issuer or investment fund being placed on the List. Please note that we will add the name of an issuer or investment fund to the List irrespective of whether the deficiency was identified by staff, by the issuer or investment fund or their advisors during the review process. We will also add the issuer or investment fund to the List regardless of whether the Commission ordered the filing or refiling, or the issuer or investment fund took this step voluntarily.
An issuer or investment fund’s name will be kept on the List for a period of three years from the date the Corrective Disclosure is made to the Continuous Disclosure record or website, or on social media. After the three-year period, the issuer or investment fund’s name will be archived.
For additional information and examples regarding Corrective Disclosure, please refer to OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors
A news release was issued to indicate that the Issuer refiled its unaudited financial statements (Financial Statements) and management’s discussion and analysis (MD&A) for the interim period ended December 31, 2022 to include corrective disclosure and to address certain deficiencies identified by Staff in connection with a continuous disclosure review.
Specifically, corrective disclosure addresses various deficiencies identified under Form 51-102 F1, Management’s Discussion & Analysis, including: the reference to the Issuer’s expired letter of intent with Highvista Capital Corp. and the liquidity and capital resources disclosure throughout the MD&A and the Financial Statements.
In connection with the Issuer’s previously announced public offering of common shares (the “Offering”) and the review by the Ontario Securities Commission (the “OSC”) of the amended and restated preliminary short form prospectus of the Company dated July 13, 2023, and including the documents incorporated by reference therein (collectively, the “Prospectus”), the Issuer has issued a clarifying press release regarding retraction of certain technical disclosures and removal of non-IFRS measures.
Specifically, the technical report entitled “Molo Phase 2 Preliminary Economic Assessment, National Instrument 43- 101 Technical Report on the Molo Graphite Project located near the village of Fotadrevo, in the Province of Toliara, Madagascar” with an effective date of April 27, 2022 (the “PEA”), as incorporated by reference into the Prospectus, incorrectly included the previously delineated mineral reserve estimate for Phase 1 of the Molo Graphite Mine into the preliminary economic assessment for Phase 2 expansion of the Molo Graphite Mine, in contravention of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. To correct such error, the Issuer retracted the mineral reserve estimate from the PEA and from any other continuous disclosure documents filed by the Issuer and accordingly such mineral reserve statements will not form part of the final prospectus related to the Offering.\
Further, the Issuer is refiling the annual management's discussion and analysis for the years ended June 30, 2022 and 2021 as well as the interim management's discussion and analysis for the period ended March 31, 2023, to remove the references to the mineral reserve statements noted above, and additionally to adjust certain disclosures and remove certain non-IFRS measures previously included relating to the Mauritius BAF.
The Issuer has included enhanced disclosure in its management’s discussion & analysis (MD&A) for the year ended January 31, 2022 and the periods ended April 30, 2022 and July 31, 2022. Corrective disclosure was requested by OSC staff in connection with a review of the Issuer’s application to revoke the failure-to-file cease trade order issued by the OSC on June 6, 2022. Corrective disclosure addresses various deficiencies identified under Form 51-102F1 Management’s Discussion & Analysis, including: investment and fair value disclosures, description of business and discussion of operations, overall performance, summary of quarterly results, liquidity and capital resources, transactions between related parties, investments in emerging markets, and cryptocurrency risks.
The Issuer filed an amended technical report on the Florence Lake property to remove several supplementary and excessive appendices.
In connection with the Commission’s review of the Issuer’s continuous disclosure record, the Issuer filed (i) the letter from its former auditor related to the September 22, 2022 notice of change of auditor filed in accordance with section 4.11(6) of National Instrument 51-102, and (ii) the statement of executive compensation for the year ended April 30, 2022 in accordance with section 11.6 of National Instrument 51-102, both of which were required to be filed at earlier dates.
The Issuer retroactively restated its reporting of non-GAAP financial measures for the years ended June 30, 2022 and interims period ending September 30, 2022 and December 30, 2022 along with comparatives. Previously, adjusted earnings (loss) and adjusted equity included adjustments to exclude the estimated allowance for credit losses pursuant to IFRS 9 Financial Instruments and include actual credit losses occurred during the period. Other corrective disclosures were also made to comply with National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure.
The Issuer amended and refiled its Management’s Discussion & Analysis for the year ended February 28, 2022 and the three and nine months ended November 30, 2022 to provide enhanced disclosures of the following: analysis of revenues and expenses, discussion of liquidity and capital resources, disclosure about significant projects in progress, an update on the status of an application with Health Canada and details about the composition of the audit committee and corporate governance practices.
The Company has made certain corrective disclosures in accounting for the consideration payable under the second amended and restated share purchase agreement among SSR Mining Inc., Huayra Minerals Corporation, AbraSilver and Fitzcarraldo Ventures Inc. dated as of March 21, 2017, as amended on December 31, 2017, and as further amended on September 11, 2019 (the “Diablillos SPA”) which previously resulted in an understatement of mineral property interests, consideration payable, accumulated deficit and accumulated other comprehensive loss as at January 1, 2021, and December 31, 2021. The Company previously disclosed the unpaid remaining consideration of US$7,000,000 as a commitment. The Company has now remedied this by recognizing the remaining consideration payable as at January 1, 2021 of US$7,000,000, discounted at 15% discount rate per annum, with an estimated payment date of July 31, 2025. The Company has also recognized a corresponding addition to mineral property interests since the date of the Diablillos SPA, considering the hyperinflation impact in the Company’s subsidiary. The consideration payable has been accreted.
The Issuer retracted disclosure about a "PEM category" (potential economic material category) which is not a category of mineral resources prescribed by CIM as required under Section 1.2 of NI 43-101.
The website of Connor, Clark & Lunn Funds Inc. included a statement that Connor, Clark & Lunn Funds Inc. seeks to make investments that have a positive impact on the society, environment, and markets in which they operate. This statement had the effect of suggesting that the funds managed by Connor, Clark & Lunn Funds Inc. aim to generate a positive ESG impact. This statement was removed from the website in order to clarify that the consideration of ESG factors is not a component of the investment objectives for any of its publicly offered mutual funds , nor does it form a material element of the investment strategies of those funds.
The website of CI Investments Inc. included certain included statements about the application of its Responsible Investment Policy and the consideration of ESG factors as part of the investment process for the funds that it manages. Revisions to the website were made to clarify that the Responsible Investing Policy of CI Investments Inc. does not apply to certain funds that it manages.
The Issuer has removed from its website reference to the material resource estimate for the Albany graphite deposit (the “Albany Graphite Deposit”) because the technical report entitled “Technical Report on the Preliminary Economic Assessment of the Albany Graphite Project, Northern Ontario, Canada” dated July 9, 2015 contains an economic analysis that is no longer reliable and can no longer be classified as current. Additionally, the Issuer has revised a corporate presentation on its website to: (i) remove statements related to the Albany Graphite Deposit that can no longer be supported; (ii) remove disclosure of potential international partnerships unless and until any such partnerships are publicly announced; and (iii) address certain material factors and assumptions used to develop forward-looking information. The Company has also filed on SEDAR, as a material contract, a reciprocal supply agreement with Ekomed Global Inc., which, as a material contract, was due to be filed no later than the date of filing of the Company’s Annual Information Form.
The Issuer re-filed its management’s discussion and analysis (“MD&A”) for the year ended December 31, 2021, and for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022, to include corrective disclosure providing additional details and clarifications with respect to the Issuer’s business, operations, financial performance, recent events and trends, primary contracts, objectives and milestones as required under Form 51-102F1 Management’s Discussion and Analysis. As a result of the corrective disclosure re-filings the Issuer also re-filed certifications of interim and annual filings for each MD&A in compliance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.
Additionally, on January 16, 2023, the Issuer filed five material change reports relating to the appointment and resignation of certain officers and directors of the Company, which were required to be filed at an earlier date.
The Issuer filed an amended technical report on the Black Diamond property to remove several supplementary and excessive appendices. The technical report was not previously filed on SEDAR.
The Issuer included enhanced disclosure with respect to its staking operations and custody of its assets.
A news release was issued to indicate that the Issuer refiled its MD&A for year ended June 30, 2021 and June 30, 2022 to address the deficiencies identified by Staff in the corporate governance and audit committee disclosures.
The Issuer filed 4 material contracts, which were required to have been filed at an earlier date. The Issuer also included enhanced disclosure with respect to the materiality of 2 contracts.
The website of MD Financial Management Inc. included statements about the consideration of ESG factors as part of the investment process for the funds that it manages. Revisions to the website were made to clarify that certain issuers do not consider ESG factors and to provide more clarity on the funds that do.
Disclosure did not comply with NI 43-101 (deficiency 2 d)
Issuer refiled amended MD&A for periods ended September 30, 2022 and December 31, 2021 to correct disclosure that did not comply with Part 2 of NI 43-101 and refiled a technical report to address deficienciesfv.
The website of Purpose Investments Inc. included statements about the incorporation of ESG considerations into the investment process by the funds that it manages. The statements had the effect of suggesting that the issuers incorporate ESG considerations into their investment process. Revisions to the website were made to clarify that the issuers do not incorporate ESG considerations and to provide more clarity on the funds that do.